kos-20250605

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 5, 2025

KOSMOS ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-35167

98-0686001

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)



8176 Park Lane
Dallas,	Texas	75231
(Address of Principal Executive Offices)		(Zip Code)

Title of each class

Trading Symbol

Name of each exchange on which registered:

Common Stock $0.01 par value

KOS

New York Stock Exchange

London Stock Exchange

Registrant’s telephone number, including area code: +1 214 445 9600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2025 Annual Meeting of Stockholders of Kosmos Energy Ltd. (the “Company”) was held on June 5, 2025. There were 478,009,062 shares of common stock entitled to vote at the meeting, and a total of 426,743,085 shares of common stock (approximately 89.27%) were represented at the meeting. The proposals voted upon at the 2025 Annual Meeting of Stockholders and the final results of the vote on each proposal were as follows:

Proposal 1 – To elect three Class III directors to a three-year term to serve until the 2028 annual stockholders meeting.

Each nominee for director was elected by a vote of the stockholders as follows:


Nominee	Votes For	Votes Against	Abstain	Not Voted (Broker Non-Votes)
Roy A. Franklin	333,275,497	43,360,499	1,676,554	48,430,535
Steven M. Sterin	365,440,529	12,171,268	700,753	48,430,535
J. Mike Stice	363,094,789	14,516,430	701,331	48,430,535

Proposal 2 - To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and to authorize the Company’s Audit Committee of the Board of Directors to determine their remuneration.

The proposal was approved by a vote of the stockholders as follows:


Votes For	Votes Against	Abstain
414,985,607	10,888,588	868,890

Proposal 3 - To provide a non-binding, advisory vote to approve named executive officer compensation.

The compensation of the Company’s named executive officers was approved by a nonbinding, advisory vote of the stockholders as follows:


Votes For	Votes Against	Abstain	Not Voted (Broker Non-Votes)
356,781,411	20,524,326	1,006,813	48,430,535

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 5, 2025


						KOSMOS ENERGY LTD.


						By:			/s/ JOSH R. MARION
									Josh R. Marion
									Senior Vice President, General Counsel and Corporate Secretary

Kosmos Energy Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders